According to sources, the board meet will announce inductions on the board and also some changes in the existing portfolios of directors. Sources say at least two-three directors are likely to be nominated on to the board.

In addition to Dubai-based chairman Manu Chabbria, the board has five wholetime directors -- managing director RK Jain, PL Narasimhan, PJ Rao, TS Venkatesan and Komal Wazir as alternate to the chairman.

The company's media consultant, however, said he was not aware of the issues being discussed. The meeting was still on before going to press. However, a local vernacular daily had received the unaudited results for publication.

On December 23, the liquor majorhad secured a stay from the Calcutta high court against the Company Law Board's (CLB) July 27 order directing it to induct three additional government directors apart from the one already on it.

On December 24, vice-president and group company secretary RB Yelve wrote to six stock exchanges -- Mumbai, Delhi, Calcutta, Chennai, Bangalore and Ahmedabad -- notifying them that the company will be convening a board meeting on December 28, but did not mention the venue.

The department of company affairs had earlier moved the CLB in mid-December alleging mala fide intentions of the company for not holding any board meeting.

While staying the CLB order, justices AN Ray and DP Kundu of the high court bench noted: "We make it clear upon affidavits we might be altering our orders altogether. Thus, the "without prejudice" aspect is maintained in every regard."

Under para 109 of the articles of association of Shaw Wallace, its board must have at least three directors and can have a maximum of twelve.

WithCalcutta high court staying the CLB order, government nominees on the board were unable to attend the Dubai meet. Moreover, they will not be party to strategic decisions likely to be taken at the meeting.

The two-judge CLB bench, which directed the restructuring of the board with four nominees in the interest of the public, had said the strength of the voting members on the board should be frozen at nine for two years to give continuity and prevent high turnover.

It had observed that continuity of directors is a must and high turnover is "highly undesirable". None of the directors will be "liable for retirement by rotation during this period", the bench had ordered. However, before the CLB bench, Shaw Wallace's counsel AB Divan had opposed the induction of outside directors.

Insight

SWC posts Rs 9 lakh net profit in Q1, interest cost rises

Shaw Wallace & Co has posted a net profit of Rs 9 lakh for the first three months to September 30, 1998, against a net loss of Rs 87 lakh in thecorresponding period last year. The interest burden has increased marginally to Rs 18.71 crore, against Rs 18.20 crore last year.

The board also noted that accounting entries in respect of the merger of 14 subsidiaries will be passed after completion of all procedural formalities.

Total income during the first three months to September 30, 1998, increased to Rs 221.51 crore compared with Rs 210.30 crore last year. Other income also rose to Rs 12.48 crore, against Rs 10.30 crore in the corresponding period in 1997.